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Latest from IiAS

Japan’s Equity Renaissance

Japan’s Equity Renaissance

Two countries, India and Japan, dominated the conversation at the recent 3000-people strong HSBC Annual Global Investor Summit in Hongkong. This blog focuses on Japan, where following decades of stagnation, Tokyo's benchmark Nikkei 225 broke past its 1989 peak on 22 February 2024. While stable macro-economic, favorable geopolitical conditions and leaner balance sheets have energized its equity markets, governance reforms have had an equally important role to play.

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It’s a small world after all

It’s a small world after all

The Companies Act 2013 introduced the tenure rule for independent directors a decade ago. Under this, independent directors will have a 10-year maximum term on the board of a company; this ten-year count was from 1 April 2014. Consequently, long tenured directors are now retiring, and will continue to do so over the next 18-months and new directors are being appointed in their place.

In a series of pieces, we look at how companies are managing this transaction.

In the first piece (November 2023), we reviewed the headline numbers for the NSE 500 companies and the impending board refresh.

In this blog we call out some practices that are compliant with the letter of the regulations, but we believe not their spirit. Such practices defeat the purpose of mandating rotation of independent directors.

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Institutional Eye

Indian Corporate Governance: A five-year progress report

Indian Corporate Governance: A five-year progress report

Each year for eight years now, we have been scoring the BSE100 companies on their governance. We published the ‘scores’ based on data for FY23 earlier this month. Using this data, it is time to look back at corporate India’s governance practices over 5-years.

First, is it possible to measure something as fuzzy as governance? The scorecard approach attempts to do just this, by first breaking down the various elements and then assigning it a score. For example, while looking at a firm’s dividend distribution policy, you first look at whether the company has a policy or not. If so, you look at elements of the policy, for instance, disclosure of a dividend payout ratio or a range. And finally, you look at evidence of adherence to policy or explanations for non-compliance.

As these elements span across parameters like transparency, board composition, risk management etc., assigning a number can be challenging as there is an element of subjectivity involved. Using well established frameworks, helps minimize such subjectivity, but does not eliminate it altogether.

We use the G20-OECD Corporate Governance Principles and scored the BSE100 companies focusing on four of the six pillars. These are -

  • Rights and equitable treatment of shareholders
  • Role of stakeholders
  • Disclosures and transparency
  • Responsibilities of the board

The remaining two pillars - Ensuring the basis of an effective corporate governance framework and Developments relating to institutional investors, stock markets, and other intermediaries, are not in the company’s control, so are not relevant to this analysis.

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